TWFG, Inc.
For the period ended May 27, 2026. Filed Apr 10, 2026.
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May 27, 2026 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
TWFG, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 10, 2026Fellow Stockholders:Dear Fellow Stockholders,Thank you for your continued confidence in TWFG and for the trust you place in our organization. As Founder, Chairman, and Chief Executive Officer, I am proud to share our progress for 2025 and outline how we are building on this momentum to create enduring value in the years ahead.2025 marked a pivotal chapter in TWFG’s evolution. As our second year as a public company, it was a year defined by strong execution, sustained organic growth, and meaningful progress in scaling the platform we have deliberately built over more than two decades. Our performance reflects the resilience of our business model and our ability to operate effectively across varying market conditions.For the full year, total revenue increased 22.0% to $248.5 million, driven by double-digit organic growth and solid performance across both our Insurance Services and MGA platforms. Organic Revenue Growth* of 11.6% reflected healthy new business production, stable retention, and continued expansion of our national footprint. Importantly, we delivered significant profitability and cash generation, with net income increasing 44% to $41.2 million and net income margin margin expanding to 16.6%, and Adjusted EBITDA* increasing 47.4% to $66.8 million and Adjusted EBITDA Margin* expanding to 26.9%. These results underscore both the quality of our earnings and the operating leverage inherent in our platform.Most importantly, these accomplishments are a testament to the dedication of our employees, agents, and carrier partners nationwide. TWFG has always been a people-centric organization, built on entrepreneurial agents serving their local communities and supported by a platform designed to help them succeed. I am deeply grateful to our teams for their commitment to our clients and to one another.A Platform Built for Long-Term GrowthSince our founding in 2001, our strategy has remained consistent: empower independent agents while creating meaningful value for clients and carrier partners. Today, that strategy continues to distinguish TWFG in an insurance distribution landscape undergoing structural change.The industry’s ongoing shift toward independent distribution plays directly to our strengths. Carriers increasingly seek efficient, high-quality distribution partners, while agents look for scale, market access, and operational support. Our Agency-in-a-Box model and MGA platform uniquely address these needs by combining entrepreneurial independence with the benefits of scale, technology, and deep carrier relationships.
2025 TOTALNET INCOME GROWTH
2025 TOTALREVENUE GROWTH
2025 ORGANICREVENUE GROWTH
2025 ADJUSTEDEBITDA GROWTH
Operating in a Changing Market EnvironmentMarket conditions evolved meaningfully over the course of 2025. Following a period of constrained capacity in certain regions and product lines, we began to see improving carrier appetite for new business alongside continued underwriting discipline. As pricing trends moderate, success increasingly depends on execution, service levels, and market share gains rather than rate alone.
During 2025, we continued to expand our national presence through agent recruiting, organic branch growth, and disciplined acquisitions. Organic growth remains the cornerstone of our strategy. While acquisitions enhance our capabilities and accelerate expansion, our long-term success is driven by agent productivity, strong carrier alignment, and our ability to consistently attract, win, and retain high-quality business.
We believe this environment strongly favors platforms like TWFG that deliver high-quality submissions, efficient placement, and strong client outcomes. Our alignment with carrier underwriting priorities and our focus on long-term client relationships position us well as the market continues to normalize. Technology, including artificial intelligence, remains an important enabler within our platform. We view these tools as enhancing efficiency, improving service, and increasing productivity - allowing our agents to spend more time advising clients and growing their businesses. As these capabilities continue to evolve, we believe they will further strengthen our value proposition and support scalable growth. Disciplined Growth and Capital AllocationOur approach to growth remains thoughtful and disciplined. We continue to evaluate acquisition opportunities that complement our platform, expand carrier access, and align culturally with TWFG. At the same time, we remain focused on maintaining financial flexibility and generating strong free cash flow to support continued investment in people, technology, and infrastructure.The scalability of our business model allows us to grow profitably while investing for the long term. As we expand our Corporate Branch footprint and MGA capabilities, we believe we are meaningfully enhancing our long-term earnings power while preserving the entrepreneurial culture that has defined TWFG from the beginning.
| Looking AheadAs we enter 2026, we do so with confidence and momentum. The investments we have made, combined with a constructive industry backdrop and powerful structural tailwinds favoring independent distribution, position TWFG for continued success. Our priorities remain clear:•Deliver consistent double-digit organic growth•Expand margins through operating leverage and scale•Allocate capital responsibly and strategically•Continue building a platform that attracts premier agents and delivers exceptional service to clientsWe are confident in our ability to execute against these objectives and to continue creating long-term value for our stockholders.On behalf of our leadership team and Board of Directors, thank you for your continued support and trust in TWFG.Respectfully yours, | |
| * Adjusted EBITDA, Adjusted EBITDA Margin and Organic Revenue Growth are non-GAAP measures. For definitions of and reconciliations to the most directly comparable financial measures presented in accordance with GAAP, please see the Appendix. | |
| Richard F. ("Gordy") Bunch IIIChairman and Chief Executive Officer |
Notice of Annual Meeting of Stockholders
DATE & TIMEWednesday, May 27, 2026 9:00 a.m. (Central Time)WHEREThe meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/TWFG2026. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to attend, vote, and submit questions (both before and during a portion of the meeting) virtually.
| You are cordially invited to attend our 2026 Annual Meeting of Stockholders on Wednesday, May 27, 2026, at 9:00 a.m. (Central Time). Please review the enclosed materials and submit your proxy on a timely basis. Your vote is important.The principal business of the 2026 annual meeting of stockholders of TWFG, Inc. (the "Annual Meeting") will be to: | |
|---|---|
| 1 | Elect each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong, as a director, to hold office until the 2027 annual meeting of stockholders; |
| 2 | Ratify the appointment of Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3 | Transact any other business as may properly come before the meeting or any adjournment or postponement thereof. |
| You can vote at the Annual Meeting in person virtually or by proxy if you were a stockholder of record at the close of business on March 30, 2026. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules adopted by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.By Order of the Board of Directors, | |
| Julie E. BenesChief Legal Officer | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 27, 2026: The Notice of Annual Meeting, Proxy Statement and our 2025 Annual Report to Stockholders are available electronically at www.proxyvote.com.
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Voting Matters and Board Recommendations | 1 |
| How to Vote | 1 |
| Director Snapshot | 2 |
| Director Qualifications and Experience | 2 |
| Proposal One - Election of Directors | 3 |
| Director Skills Matrix | 4 |
| Director Biographies | 5 |
| Corporate Governance | 9 |
| Code of Ethics and Business Conduct | 9 |
| Director Independence | 9 |
| Risk Oversight | 10 |
| Communication with Directors | 10 |
| Board Qualifications | 3 |
| Director Nominations | 10 |
| Attendance at Annual Meeting | 10 |
| Related-Party Transaction Policy | 10 |
| Board Leadership Structure | 11 |
| Board Meetings and Committees | 12 |
| Director Compensation | 15 |
| Director Compensation Table | 15 |
| Ownership of Common Stock | 16 |
| Beneficial Ownership of Directors, Officers and 5% Stockholders | 16 |
| Prohibition on Hedging and Stock Pledging | 19 |
| Clawback Policy | 19 |
| Insider Trading Policy | 19 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 20 |
| Executive Officers | 21 |
| Executive Summary | 23 |
|---|---|
| Financial Highlights | 23 |
| Fiscal 2025 Financial Highlights and Business Performance | 24 |
| Strategic Accomplishments and Platform Expansion | 24 |
| How Our Compensation Programs Support Our Strategy | 25 |
| Executive Compensation | 27 |
| Summary Compensation Table | 28 |
| Narrative Disclosure to Summary Compensation Table | 28 |
| Outstanding Equity Awards at Fiscal Year-End | 30 |
| Additional Narrative Disclosure | 30 |
| Potential Payments upon Termination or Change in Control | 31 |
| Equity Compensation Plan Information | 32 |
| Certain Relationships and Related-Party Transactions | 33 |
| Indemnification Agreements with our Directors and Officers | 37 |
| Audit Committee Report | 38 |
| Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm | 39 |
| Pre-Approval Policies and Procedures | 40 |
| Questions and Answers | 42 |
| Other Business | 48 |
| Appendix | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.